Terms and Conditions

GENERAL CONDITIONS OF SALE

1. GENERAL

In These General Conditions of Sale the “Company” means Russell Networks Ltd, the "goods" means any item of whatsoever nature which is to be sold or supplied by the company including services; the "Purchaser" means the person, firm or body corporate which buys or has agreed to buy the goods. These conditions of sale shall apply to and form part of every contract of sale entered into by the company. All orders are accepted and executed on the understanding that the purchaser is bound by these general Conditions of Sale which shall govern the contract to the exclusion of any other terms and conditions subject to which any such order is accepted or purported to be accepted, or any such order is made or purported to be made, by the purchaser. No contract of sale shall come into being unless and until the purchaser has accepted these general Conditions of Sale either expressly or by implication.

2. LIMITS OF CONTRACT

The contract includes only such goods, accessories and work or services as are specified in the quotation or acknowledgement accompanying these Conditions of Sale

Any advice or recommendation given by the company or its employees to the purchaser or its employees as to the use, design or application of the goods which is not confirmed in writing by the company and is followed or acted upon entirely at the purchasers own risk the company shall not be liable for any such advice or recommendations which is not confirmed in any way. All designs are subject to third party approval before the purchaser places any official order.

3. ORDERS

The Company reserves the right to accept or refuse orders. The Company also reserves the right [without prejudice to any other remedy] to cancel any uncompleted order or to suspend delivery in the event of the customers commitments with the company not being met or if the Company is of the opinion that such commitments wil1 not be met by the customer.

4. PRICES

The price payable for the goods or service shall unless otherwise stated by the company in writing be the price of the Company current at the date of despatch or execution and in the case of any order for delivery or execution by the instalments the price payable for each instalment shall be the price of the Company current at the date of such instalment.

Unless otherwise expressly stated to be firm for a period the Company’s prices are subject to variation to take into account of variations in costs. The Company accordingly reserves the right to adjust the invoice price without notice by the amount of any increase or decrease in such costs after the price is quoted verbally or in writing.

All prices are exclusive of Value Added Tax and this will be charged at the applicable rate and recoverable as part of the price by the Company.

5. PAYMENT

Unless otherwise agreed in writing, payment is due in full on delivery of goods. For purchasers who have an agreed credit account in writing from the Company payment is due by the last day of the month following that of the despatch of the goods or provision or services.

Where the Contract is to be or may be fulfilled in separate instalments, deliveries or part, payment for each instalment, delivery or part shall be made as if the same constituted a separate contract.

Time of payment shall be of the essence of the contract.

Without prejudice to any other rights it may have the Company is entitled to charge interest at 4% above the current base rate of the Abbey Bank on overdue payments of the price of goods or the price of any instalment or partial delivery thereof.

Additionally and without prejudice to its other rights the Company shall be entitled to recover all direct expenses reasonably incurred by the Company in collecting or attempting to collect amounts of the price outstanding or arising from any breach of contract by the purchaser including, but not limited to, all legal costs and disbursements on a full indemnity bases.

If the purchaser fails to make any payment when due in accordance with these conditions of Sale, the Company reserves the right in its absolute discretion and without prejudice to any of its other rights or remedies to suspend all further deliveries or provision of service until such payment has Been made in full or, at the Company’s option, to cancel the balance of the order. In either case the Company shall hold the purchaser liable for the costs incurred in respect of the goods and services supplied to the Company for the purchaser.

The Company shall be entitled to bring an action for the price or part thereof whether or not the property in the goods have passed.

The title of the goods or services remains with the Company until any and all payments are made in full for them.

6. CREDIT

Any contract shall be subject to the Company being satisfied as to the purchasers credit references and without prejudice to the generality of the foregoing, the Company may [in its absolute discretion| having informed the purchaser that the goods are ready for despatch refrain from delivering the goods until such time as the purchaser tenders the purchase money to the Company together with any outstanding amounts which may be due to the Company on any account whatsoever.

7. DELIVERY

All times and dates for delivery of the goods or execution of the service are given in good faith but are approximate only and shall not be of the essence of the contract.

All times and dates shall be calculated from the date of acceptance by the Company of the order of the purchaser, or from the date of receipt by the Company from the purchaser of all information, instructions and drawings as shall be necessary to enable the Company to carry out the contract, whichever shall be the later.

Unless otherwise stated in writing the Company shall be entitled to make partial deliveries of the goods.

The Company shall not be liable in any way whatsoever for the consequences of any delay in delivery or in the carrying out of any work under the contract.

8. BANKRUPTCY

In the event of the purchaser committing any breach of this contract, or of any distress or execution is levied upon the goods of the purchaser or if he offers to make any arrangement with or for the benefit of his creditors, or commits any act of bankruptcy or [being a limited company] has a receiver appointed of its undertaking or assets or any part thereof, or [save for the purposes of a reconstruction or amalgamation without insolvency] goes into liquidation, the Company shall thereupon be entitled without prejudice to their other rights, forthwith to suspend all further deliveries until the default has been made good the contract or any unfulfilled part thereof, or at The Company’s option to make partial deliveries.

9. RETENTION OF TITLE

The Goods shall remain the property of the Company and title in these goods shall not pass to the buyer purchaser until the amount due to the Company has been paid together with any interest and all sums properly due.

The buyer/ purchaser will at its own expense immediately return all goods if payment is not made.

The buyer/ purchaser w ill allow free and unhindered entry and access to the Company upon prior notice to take an inventory of their goods.

Whilst the property is vested in the Company the buyer/ purchaser shall set them aside separately, and mark them as the company’s property and do such things as the Company may require to protect the Company’s title.

If the Company’s goods are mixed with any other goods or materials or incorporated in another product the property in those other goods or material and in the last product shall also be retained by the Company pending full payment of the contractual price.

Any sale proceeds of incorporated goods are to be kept in a separate bank account with full details to be supplied to the supplier.

10. DESCRIPTION OF GOODS

All goods will be supplied as specified subject to reasonable availability to the Company of materials. Where specified materials are not so available the Company reserves the right without further notice to substitute other materials.

All descriptive specifications and drawings, particulars e.g. weights and dimensions and all forwarding specifications issued by the Company are approximate.

11. REJECTION

Unless otherwise agreed in writing, goods rejected must be advised within 3 days of delivery. Goods that are rejected will be subject to a handling charge of 25% if agreed by the company.

12. STORAGE

If the Company does not receive forwarding instructions sufficient to enable it to despatch within fourteen days after notification that the goods are ready for delivery, the purchaser shall take delivery or arrange for storage. If the purchaser does not take delivery or arrange for storage, the Company shall be entitled to invoice and be paid for the goods as though the goods had been duly delivered in accordance with these conditions and the Company may arrange storage either at the Company’s own works or elsewhere on the purchasers behalf and all charges for storage, for insurance or for demurrage shall be payable by the purchaser.

13. FRUSTRATION

The Company shall be entitled, without liability on its part and without prejudice to its other rights, to terminate the contract or any unfulfilled part thereof, or at its option to suspend or make partial deliveries, it the completion of the manufacture of the goods by the Company’s supplier is prevented, hindered or delayed whether directly or indirectly, by reason of the purchaser tailing to furnish necessary information or instructions, war, civil commotion, government restrictions, transport difficulties, strikes, lockouts, accidents or stoppages to works, shortage of labour, materials, equipment, fuel or power or any other cause whatsoever beyond the Company’s or its sub-contractors, reasonable control, whether such cause exists at the date of order or not.

14. CARRIAGE

Unless otherwise specified, the price quoted includes delivery to the purchaser within the mainland of Great Britain. The Company however reserves the right to additionally charge the purchaser for any orders under £30.00 received by the Company. The Company reserves the right to choose the method of transport and to charge for deliveries outside the mainland of Great Britain.

15. PASSING OF PROPERTY AND RISK

Unless otherwise agreed, the property in the goods shall not pass to the purchaser until such time as the goods are paid in full provided nevertheless that the risk in the goods shall pass to the purchaser selling or otherwise disposing of the goods before the same shall have been paid in full the purchaser shall hold the proceeds of the sale or disposal on trust for the Company. Until such payment as aforesaid has been received in full by the Company the purchaser shall be under an obligation to redeliver the goods to the Company if the Company so requires and the Company shall be entitled at any time to take possession of the goods and for that purpose to enter upon any land or premises of the purchaser where the goods may be for the time being. The Company shall be entitled where the goods have been fixed or attached to any other product, to detach the goods in order to recover possession of them. Such redelivery or retaking of possession shall be without prejudice to the obligation of the purchaser to purchase the goods.

16. LOSS OR DAMAGE IN TRANSIT

When the price quoted includes delivery the Company shall repair or replace goods damaged in transit or not delivered in accordance with the advice note provided that the Company is given written notification of such damage or non-delivery within three working days. Furthermore if a delivery arrives damaged it must be endorsed as damaged on the delivery note signed at the time of receipt. The Company may request, at its expense the return of the goods prior to settlement and the goods and packaging will be available for inspection by a representative of the Company.

17. PACKING

Where it is necessary to despatch goods in crates, cases, pallets, reels, stillages or skids or other special packing, a charge will be made for this

18. WARRANTY

Nothing herein contained shall operate to exclude the liability of the Company to the purchaser in contract or in tort except where it is reasonable in all circumstances for the Company to rely upon any exclusion of liability contained herein and without prejudice to the generality of the foregoing. Nothing herein contained shall operate to exclude any warranty or condition implied by law as to the quality of goods in the event of the goods when sold by the purchaser or sold by any person or persons to whom the purchaser may well the goods becoming the subject of a consumer sale as defined in the Supply of Goods [Implied Terms] Act 1973 provided always that the claim under such warranty or condition shall not arise any act or omission by the purchaser or by any other person or persons selling the goods as a Consumer Sale.

Save as aforesaid the Company will make good, by repair or at the Company’s option, by the supply of replacement, defects which, under proper storage and use, appear in the goods within the period of twelve calendar months after the goods have been delivered and arise solely from faulty design [other than deign made, furnished or specified by the purchaser for which we have disclaimed responsibility in writing], materials or workmanship. Provided further that in respect of part or components not of the Company’s manufacture, the Company will give the purchaser a guarantee equivalent to the guarantee [if any] which the Company may have received from the supplier of such parts or components in respect thereof but not so as to impose on the Company in respect of such parts or components a liability greater that imposed on it by the aforesaid period of this clause. Save as aforesaid and as provided in Clause 6 and 17 the Company shall not be under any liability in respect of defects in goods delivered or for injury, loss or damage resulting from such detects or from any work done in connection therewith and its liability under this clause shall be in lieu of any warranty or condition implied by law as to the quality of fitness for any particular purpose of such goods. Save as foresaid, the company shall be under no liability in contract, tort or otherwise for any injury [other that death or personal injury] loss or damage or whatsoever kind or howsoever caused for anything done or omitted in connection with the goods or any work done in connection therewith, for the purpose of this clause the Company contracts on behalf of itself as the trustees for its servants and agents.

19. RETURN OF GOODS

In no circumstances may goods supplied against a firm order be returned without the purchaser having first applied for and obtained the written consent of the Company. A handling charge may be deducted from any credit allowed where it is established that the reason for the return was not subject to the provisions of clause 15 or 17 hereof or through any error on the part of the Company.

20. COPYRIGHT

All drawings, descriptions and other information submitted by the Company shall remain the property of the Company together with the copyright therein.

21. UNITED KINGDOM

Reference herein to the United Kingdom shall mean and include the United Kingdom of Great Britain and Northern Ireland, the Isle of Man and the Channel Islands.

22. LEGAL CONSTRUCTION

The contract in all respects be construed and operate as an English contract and in conformity with English law.